PubMatic (PUBM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, to be held virtually, with a record date of April 1, 2026.

• 2025 was a pivotal year, marked by an 18% Q4 underlying revenue growth (excluding legacy DSP and political spend) and 9% full-year growth, with significant advances in AI and the launch of AgenticOS.

• The company added 50 new DSP partners in 2025, diversified its buyer base, and achieved over 5x cost efficiencies in autonomous campaigns.

• 2025 revenue was $282.9M (down 3% vs. 2024, up 6% vs. 2023), gross profit $179.8M (64% margin), and cash/marketable securities $145.5M with no debt.

• Priorities for 2026 include scaling AgenticOS, deepening DSP diversification, expanding omnichannel footprint, and sustaining profitable growth.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify Deloitte & Touche LLP as auditor for 2026, and approve executive compensation on a non-binding advisory basis.

• The board recommends voting FOR all proposals.

• Shareholders may also transact other business that may properly come before the meeting.

Board of directors and corporate governance

• The board consists of eight directors, six of whom are independent; Rajeev K. Goel (CEO) and Amar K. Goel (Chair) are brothers.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board conducts annual self-assessments and encourages director education.

• Corporate governance guidelines, codes of conduct, and insider trading policies are in place, with prohibitions on hedging and pledging company stock.

• Non-employee directors receive annual cash and equity compensation, with the option to defer fees into stock units.